Direct Claim Notice Sample Clauses
Direct Claim Notice. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from Liability in respect of its indemnification obligation, except if and to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have 30 days after its receipt of a Direct Claim Notice to respond in writing to such Direct Claim Notice. During such 30 day period, the Indemnifying Party and its Representatives may investigate the matter or circumstance alleged to give rise to such claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party does not dispute the claim described in such Direct Claim Notice within 30 days following receipt of such Direct Claim Notice, the Losses identified in the Direct Claim Notice will be conclusively deemed a Liability of the applicable Indemnifying Party under Section 9.2. If the Indemnifying Party rejects such claim, the Parties shall negotiate in good faith for a period of 30 days to resolve such matter. If the Parties cannot resolve the dispute during such 30 day period, they shall have all rights and remedies available to them under applicable Law. If the Indemnifying Party fails to timely respond to such claim, the Indemnified Party may submit a claim for resolution pursuant to Section 10.10 and Section 10.11.
Direct Claim Notice. The Indemnifiable Party shall send written notice to the Indemnifying Party of a Direct Claim (“Direct Claim Notice”), within sixty (60) days from the date on which the Indemnifiable Party first became aware of the event that caused such Loss. The Direct Claim Notice shall (x) describe the relevant Direct Claim and the circumstances, events, facts, obligations, Claims, documents, information or matters that resulted in the Direct Claim concerned, the good faith estimated Loss and the method of calculation of such amount (if its calculation is possible), (y) make reference to the applicable provision in this Agreement under which indemnification is sought, and (z) be accompanied by copies of all documents related to the Direct Claim and to the Loss.
Direct Claim Notice. An Indemnified Party seeking indemnification in respect of, arising out of or involving a Loss or a claim or demand hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party or otherwise than pursuant to this Article VIII. The Securityholder Representative (if the Indemnifying Parties are the Company Securityholders pursuant to Section 8.2) or the Acquiror (if the Indemnifying Parties are the Acquiror pursuant to Section 8.3) may in good faith, at any time on or before the tenth (10th) Business Day following its receipt of a Claim Notice (the “Claim Objection Period”), object to the claim made in such Claim Notice by delivering written notice to the Indemnified Party (the “Claim Objection”). If the Indemnifying Party does not notify the Indemnified Party within the Claim Objection Period in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party shall pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of the Indemnified Party’s claim for the difference. If the Securityholder Representative (if the Indemnifying Parties are the Company Securityholders pursuant to Section 8.2) or the Acquiror (if the Indemnifying Parties are the Acquiror pursuant to Section 8.3), timely delivers a Claim Obj...
Direct Claim Notice. The Indemnifiable Party shall forward written notice about such Direct Claim to the other Party (“Indemnifying Party”) (“Direct Claim Notice”), within thirty (30) Business Days after the Indemnifiable Party acknowledges such Direct Claim. Failure to forward the Direct Claim Notice within such period of time shall not affect the right of the Indemnifiable Party to be indemnified for the relevant Direct Claim, except in the event (and to the extent) of any loss caused to the Indemnified Parties as a result of such delay. The Direct Claim Notice shall briefly describe the Direct Claim and the circumstances, events, facts, obligations, claims, documents, information or issues that gave rise to the Direct Claim, the amount of the Loss (if any), method of calculation of the Loss, the measures already adopted and to be adopted, and shall be followed by proper documents in relation to such Direct Claim, and shall further contain reference to the provisions of this Agreement, according to which such right to indemnification arises or is claimed. The Indemnifying Party shall respond to the Direct Claim Notice to the Indemnifiable Party within ten (10) Business Days from receiving the Direct Claim Notice.